Common use of Condition of the Subleased Premises Clause in Contracts

Condition of the Subleased Premises. Sub-Subtenant is subleasing the Subleased Premises on an “AS IS” basis, and Sub-Sublandlord has made no representations or warranties, express or implied, with respect to the condition of the Subleased Premises as of the Commencement Date except that the Subleased Premises and the improvements therein are in compliance with all applicable laws. Sub- Sublandlord shall professionally clean the Subleased Premises and remove all contents and debris while leaving all furniture listed on Exhibit B, fixtures, and equipment in place for Sub-Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end of the Term. Sub-Sublandlord shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord shall have no obligation to perform any of the repairs required to be performed by Sublandlord under the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, any required consent rights, in the event that Sub-Subtenant makes any alterations to the Subleased Premises, Sub-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore the Subleased Premises to the condition existing prior to such alterations. Sub-Subtenant shall not be required to restore any alterations, unless performed by Sub-Subtenant.

Condition of the Subleased Premises. Sub-Subtenant is subleasing Sublessor shall deliver the Subleased Premises to Sublessee on an “AS IS” basisthe Commencement Date clean and free of debris, Hazardous Materials that are the result of Tenant’s Hazardous Materials Activities as defined in the Master Lease, and Suball other subtenants and occupants. Sublessor warrants to Sublessee that the roof, plumbing, fire sprinkler system, lighting; heating, ventilation and air conditioning systems, elevator and electrical systems in the Subleased Premises, shall be in good operating condition on the Commencement Date (and any costs incurred by or charged to Sublessor to put such systems into such condition as of the Commencement Date shall be paid by Sublessor and not passed on to Sublessee as Additional Rent hereunder or otherwise) and that to Sublessor’s knowledge, without any duty to investigate, free and clear of Hazardous Materials. In the event of a non-Sublandlord compliance with such warranty, Sublessor shall promptly after receipt of written notice from Sublessee setting forth the nature and extent of such non-compliance, rectify same at Sublessor’s cost and expense for up to 120 days after the Commencement Date. Thereafter, the above warranty is deemed fulfilled and of no further force or effect. Sublessee’s acceptance of the Subleased Premises shall be subject to the foregoing and to the following provisions of this Section regarding delivery of possession. Sublessee acknowledges that as of the Commencement Date, Sublessee shall have inspected the Subleased Premises, and every part thereof, and by taking possession shall have acknowledged that, subject to the foregoing, the Subleased Premises is in good condition and without need of repair, and Sublessee accepts the Subleased Premises “as is”, Sublessee having made all investigations and tests it has deemed necessary or desirable in order to establish to its own complete satisfaction the condition of the Subleased Premises. Subject to the foregoing, Sublessee accepts the Subleased Premises in their condition existing as of the Commencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the Subleased Premises and any covenants or restrictions of record. Sublessee acknowledges that, subject to the foregoing, neither Sublessor nor Master Lessor have made no any representations or warranties, express or implied, with respect warranties as to the condition of the Subleased Premises as of the Commencement Date except that the Subleased Premises and the improvements therein are in compliance with all applicable laws. Sub- Sublandlord shall professionally clean the Subleased Premises and remove all contents and debris while leaving all furniture listed on Exhibit B, fixtures, and equipment in place or its present or future suitability for Sub-SubtenantSublessee’s use at no additional cost during the Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end of the Term. Sub-Sublandlord shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord shall have no obligation to perform any of the repairs required to be performed by Sublandlord under the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, any required consent rights, in the event that Sub-Subtenant makes any alterations to the Subleased Premises, Sub-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore the Subleased Premises to the condition existing prior to such alterations. Sub-Subtenant shall not be required to restore any alterations, unless performed by Sub-Subtenantpurposes.

Condition of the Subleased Premises. Sub-Subtenant is subleasing On the Commencement Date, Sublessor ----------------------------------- shall deliver the Subleased Premises to Sublessee in broom-clean condition, but otherwise in its "as-is, where-is with all faults" condition. Notwithstanding the foregoing, on an “AS IS” basisor before the Commencement Date Sublessor shall perform the following in the Subleased Premises at no cost to Sublessee: (i) repaint the Subleased Premises; and (ii) replace carpet where the carpet has been damaged or worn, as determined in Sublessor's reasonable judgment ("Sublessor's Work"). The Sublessor's Work is more particularly described on Exhibit B attached hereto and Sub-Sublandlord incorporated by reference herein. Sublessee acknowledges that neither Sublessor nor any agent of Sublessor has made no representations any representation or warranties, express or implied, warranty with respect to the condition Subleased Premises (except as provided for in Paragraph 7 and Paragraph 35 hereof) or with respect to the suitability of any part of the Subleased Premises as for the conduct of the Commencement Date except that Sublessee's business. Sublessee hereby accepts the Subleased Premises and the Building, Property and Outside Areas (all as defined in the Master Lease), and all improvements therein are in compliance with thereon, subject to all applicable lawslaws governing and regulating the use of the Subleased Premises, and any covenants or restrictions of record, and accepts this Sublease subject to all of the foregoing and to all matters disclosed in this Sublease. Sub- Sublandlord shall professionally clean Sublessee acknowledges that neither Sublessor nor Sublessor's agents has made any representation or warranty as to the present or future suitability of the Subleased Premises for the conduct of Sublessee's business or the uses proposed by Sublessee. Except for the Sublessor's Work and remove all contents any work associated with a failure of Sublessor's representations and debris while leaving all furniture listed on Exhibit B, fixtures, and equipment warranties in place for Sub-Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B Section 35 of this Sublease to be returned to Sub-Sublandlord at the end of the Term. Sub-Sublandlord true and accurate, Sublessor shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord shall have no obligation , including, without limitation, any improvement or repair required to perform comply with any law, regulation, building code or ordinance (including, without limitation, the Americans with Disabilities Act of 1990); provided, however, that to the extent any of the repairs required to be performed by Sublandlord foregoing items are the responsibility of Master Lessor under the terms of the Sublease or Landlord under the terms of the Master Lease. Without waiving, or modifying, any required consent rights, in the event that Sub-Subtenant makes any alterations to the Subleased Premises, Sub-Subtenant Sublessor's sole responsibility shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease to use commercially reasonable efforts (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that timewithout requiring Sublessor to spend more than a nominal sum) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore the Subleased Premises cause Master Lessor to the condition existing prior to comply with such alterations. Sub-Subtenant shall not be required to restore any alterations, unless performed by Sub-Subtenantobligations.

Condition of the Subleased Premises. Sub-Subtenant is subleasing the Subleased Premises on an “AS IS” basis, and Sub-Sublandlord 16.1 Sublessee represents that it has made no representations or warranties, express or implied, with respect to the condition a thorough inspection of the Subleased Premises as and is fully familiar with the condition of the Commencement Date except that every part thereof. Sublessee agrees to accept possession of the Subleased Premises and “As Is” in its condition on the improvements therein are in compliance with all applicable laws. Sub- Sublandlord shall professionally clean the Subleased Premises and remove all contents and debris while leaving all furniture listed on Exhibit B, fixturesdate hereof, and equipment in place for Sub-Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end of the Term. Sub-Sublandlord shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord shall have no obligation to perform any of the repairs required to be performed by Sublandlord under the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, any required consent rights, in the event that Sub-Subtenant makes any alterations to the Subleased Premises, Sub-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore the Subleased Premises to the condition existing prior to such alterations. Sub-Subtenant Sublessor shall not be required to restore make any alterations, unless performed by Sub-Subtenantdecorations, installations, additions, repairs or improvement of any kind whatsoever to prepare the Subleased Premises for Sublessee’s occupancy. During the Term, Sublessee shall not make or suffer to be made any alterations, additions, or improvements to the Subleased Premises or any part thereof without complying with the provisions of the Master Lease and without obtaining the prior written consent of the Sublessor, which consent shall not be unreasonably withheld, conditioned or delayed after Landlord consents to the alterations, additions or improvements. SUBLESSEE ACKNOWLEDGES THAT NEITHER SUBLESSOR NOR LANDLORD HAS MADE OR WILL MAKE ANY WARRANTIES TO SUBLESSEE WITH RESPECT TO THE QUALITY OF CONSTRUCTION OF ANY OF THE LEASEHOLD IMPROVEMENTS OR THE PERSONAL PROPERTY OR TENANT FINISH WITHIN THE SUBLEASED PREMISES OR AS TO THE CONDITION OF THE SUBLEASED PREMISES, EITHER EXPRESS OR IMPLIED, AND THAT SUBLESSOR AND LANDLORD EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE SUBLEASED PREMISES ARE OR WILL BE SUITABLE FOR SUBLESSEE’S INTENDED COMMERCIAL PURPOSES.

Condition of the Subleased Premises. Sub-Subtenant is subleasing represents that it has made a thorough examination and inspection of the Subleased Premises on an “AS IS” basisand is familiar with the condition of every part thereof. Subtenant acknowledges that it has entered into this Sublease without any representation or warranty by Sublandlord or Overlandlord, and Sub-Sublandlord has made no representations their agents, representatives, employees, servants or warranties, express or implied, with respect any other person as to the condition of the Subleased Premises as of the Commencement Date except that Premises. Subtenant accepts the Subleased Premises “as-is” and in the improvements therein are in compliance with all applicable lawscondition existing on the date of execution of this Sublease. Sub- Sublandlord shall professionally clean not be required to perform any work, furnish any materials or make any repairs within the Subleased Premises and remove all contents and debris while leaving all furniture listed on Exhibit B, fixtures, and equipment in place preparation for Sub-Subtenant’s taking of possession of the Subleased Premises or to prepare the Subleased Premises for Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end of the Termor occupancy. Sub-Sublandlord shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord shall have no obligation to perform any of the repairs required to be performed by Sublandlord under the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, any required consent rights, in the event that Sub-Subtenant makes any alterations to the Subleased Premises, Sub-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon Upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) Sublease, Subtenant shall have no restoration obligations relating to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore Subtenant’s initial improvements to the Subleased Premises (but only to the condition existing prior extent such improvements are approved by Overlandlord and Sublandlord), subject to such alterations. Sub-reasonable wear and tear and damage from casualty and condemnation; provided, however, that if Subtenant performs any improvements in the Subleased Premises (other than Subtenant’s initial improvements) which are approved by Overlandlord (“Subsequent Improvements”), then Subtenant shall not be required bear any and all costs of compliance with Overlandlord’s removal or damage reimbursement surrender requirements relating to restore any alterations, unless performed by Sub-Subtenantthe Subsequent Improvements.

Condition of the Subleased Premises. Sub-The Subleased Premises are leased to Subtenant is subleasing in their condition on the date hereof and Sublandlord has made no representations, warranties or promises with respect to the Subleased Premises or the suitability thereof for the uses contemplated by this Sublease. Subtenant agrees to accept possession of the Subleased Premises on an “AS IS” basis, and Sub-Sublandlord has made no representations or warranties, express or implied, with respect to the Commencement Date "as is," in the same condition of as it is on the date hereof except that (a) the Subleased Premises as shall be delivered in broom clean condition free of all occupants; (b) to the Commencement Date except that best of Sublandlord's actual knowledge, all HVAC, electrical, plumbing and other systems serving the Subleased subleased Premises and the improvements therein are in compliance with all applicable laws. Sub- good and operational condition; and (c) Sublandlord shall professionally clean make the repairs described on EXHIBIT B attached hereto and made a part hereof. The "Subleased Premises Premises" shall include the furniture described on EXHIBIT C attached hereto and remove all contents made a part hereof ("Furniture"). Provided that this Sublease is in full force and debris while leaving all furniture listed effect on Exhibit B, fixturesthe Expiration Date, and equipment that Subtenant is not in place for Sub-Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end default of the Term. Sub-Sublandlord shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord shall have no obligation to perform any of the repairs required terms or conditions of this Sublease, title to the Furniture shall be performed by transferred to Subtenant upon the Expiration Date and Sublandlord under shall deliver a Xxxx of Sale for the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, any required consent rights, same in the event form attached hereto as EXHIBIT D. Sublandlord represents that Sub-Subtenant makes any alterations it holds title to the Subleased Premises, Sub-Subtenant Furniture and that the Furniture is not subject to any liens or security interests. The Furniture is and shall be solely responsible at its own costprovided to Subtenant in "as is" condition and SUBLANDLORD EXPRESSLY DISCLAIMS ALL WARRANTIES, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore the Subleased Premises to the condition existing prior to such alterations. Sub-Subtenant shall not be required to restore any alterationsEXPRESS OR IMPLIED, unless performed by Sub-SubtenantINCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Condition of the Subleased Premises. Sub-Subtenant is subleasing agrees to accept the Subleased Premises in its “as is” condition. Notwithstanding anything to the contrary contained in the foregoing, on an “AS IS” basisthe Sublease Commencement Date every system or item that is the obligation of Sublandlord to maintain and repair pursuant to Section 8.2(a) of the Prime Lease shall be in good working condition and repair, and Sub-if any system or item is not so delivered to Subtenant, Subtenant shall so notify Sublandlord has made and Sublandlord shall repair the item at no representations cost to Subtenant. If Subtenant notifies Sublandlord of a need for repair of any system or warrantiesitem that is the obligation of Prime Landlord to maintain and repair pursuant to Section 8.1 of the Prime Lease, express or implied, with respect Subtenant shall so notify Sublandlord and Sublandlord shall notify the Prime Landlord to the initiate repairs to bring such condition of into good working condition and repair. Sublandlord shall deliver the Subleased Premises as of to Subtenant in clean condition with the Commencement Date except carpets professionally cleaned and walls patched and touch-up painted. Subtenant acknowledges that the Subleased Premises and the improvements therein are in compliance with all applicable laws. Sub- Sublandlord shall professionally clean the Subleased Premises and remove all contents and debris while leaving all furniture listed on Exhibit B, fixtures, and equipment in place for Sub-Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end of the Term. Sub-Sublandlord shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord shall have no obligation to perform any of the repairs required work or to be performed by Sublandlord under the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, make any required consent rights, installations in the event that Sub-Subtenant makes any alterations order to the Subleased Premises, Sub-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore prepare the Subleased Premises for Subtenant’s occupancy. Subtenant’s taking possession of the Subleased Premises shall be conclusive evidence as against Subtenant that, subject to Sublandlord’s obligations set forth in this Paragraph, as of such date the Subleased Premises and the relevant portions of the Building were in the condition existing prior to such alterations. Sub-Subtenant shall not be required to restore any alterations, unless performed by Sub-Subtenantthis Paragraph.

Condition of the Subleased Premises. Sub-Subtenant is subleasing represents that it has made or caused to be made a thorough examination of the Subleased Premises on an “AS IS” basisand is familiar with the condition thereof. Sublandlord hereby represents and warrants to Subtenant that, and Sub-Sublandlord to Sublandlord’s Knowledge, as of the Commencement Date, (i) there are no pending actions or proceedings in which any person, entity or Governmental Authority has made no representations or warranties, express or implied, alleged the violation of Environmental Laws with respect to the Subleased Premises or the presence, release, threat of release or placement of any Hazardous Materials at, on or under the Subleased Premises, (ii) Sublandlord has not received any notice (and has no actual knowledge) that any Governmental Authority or any employee or agent thereof, has determined that there has been a violation of Environmental Laws at or in connection with the Subleased Premises, and (iii) neither the Subleased Premises nor any portion thereof contains any amount of Hazardous Materials in excess of quantities permitted by applicable Environmental Laws. Subtenant agrees to accept the Subleased Premises in its “as is”, partially built, condition on the date hereof, reasonable wear and tear between the date hereof and the Commencement Date caused by removal of any Rejected Sublandlord FF&E or other preparations for Subtenant’s occupancy excepted, provided that (a) the plumbing, electrical and Base HVAC System serving the Subleased Premises are in good working order on the Commencement Date and (b) if required pursuant to Article 25 below, Sublandlord has removed the Rejected Sublandlord FF&E (as hereinafter defined) from the Subleased Premises. Subtenant's taking possession of the Subleased Premises shall be conclusive evidence that the same are in satisfactory condition. Sublandlord has not made and does not make any representations or warranties as to the physical condition of the Subleased Premises as of Premises, the Commencement Date except that use to which the Subleased Premises and the improvements therein are in compliance with all applicable laws. Sub- Sublandlord shall professionally clean may be put, or any other matter or thing affecting or relating to the Subleased Premises and remove all contents and debris while leaving all furniture listed on Exhibit BPremises, fixtures, and equipment except as specifically set forth in place for Sub-Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end of the Termthis Sublease. Sub-Sublandlord shall have no obligation whatsoever to make alter, improve, decorate or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord shall have no obligation to perform any of the repairs required to be performed by Sublandlord under the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, any required consent rights, in the event that Sub-Subtenant makes any alterations to the Subleased Premises, Sub-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore otherwise prepare the Subleased Premises to the condition existing prior to such alterations. Sub-Subtenant shall not be required to restore any alterations, unless performed by Sub-for Subtenant's occupancy.

Condition of the Subleased Premises. Sub-Subtenant is subleasing On the Commencement Date, Sublessor shall deliver the Subleased Premises on an to Sublessee in “AS ISmove-in” basiscondition, and Sub-Sublandlord has made no representations or warranties, express or impliedbroom- clean, with respect to the condition of all building systems and equipment serving the Subleased Premises as of the Commencement Date except that the Subleased Premises in good working order, and the improvements therein are in compliance with all applicable governmental codes and regulations (including, without limitation the Americans with Disabilities Act of 1990 [“ADA”]), but otherwise in its “as-is, with all faults condition”, subject, however to the provisions of Paragraphs 14.B., 31 and 35 below. Notwithstanding anything to the contrary contained in this Sublease, Sublessor warrants that, to the best of its actual knowledge as of the Commencement Date, Sublessor has not received any notice, written or verbal, from any governmental authority with jurisdiction over the Premises that the Subleased Premises are not in compliance with any laws, codes, ordinances or other governmental requirements then applicable to the Premises, the Building or the Project Sublessee acknowledges that, except as expressly set forth herein, neither Sublessor nor any agent of Sublessor has made any representation or warranty with respect to the Subleased Premises or with respect to the suitability of any part of the Subleased Premises for the conduct of Sublessee’s business. Sub- Sublandlord shall professionally clean Sublessee hereby accepts the Subleased Premises and remove Building and all contents improvements thereon, subject, however, to all applicable laws governing and debris while leaving all furniture listed on Exhibit B, fixturesregulating the use of the Subleased Premises and any covenants or restrictions of record, and equipment in place for Sub-Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B accepts this Sublease subject to be returned to Sub-Sublandlord at the end all of the Termforegoing and to all matters disclosed in this Sublease. Sub-Sublandlord Sublessee acknowledges that neither Sublessor nor Sublessor’s agents has made any representation or warranty as to the present or future suitability of the Subleased Premises for the conduct of Sublessee’s business or the uses proposed by Sublessee. Sublessor shall continue to have no obligation whatsoever obligations as the tenant under the Master Lease with respect to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord Premises (other than alterations or improvements installed by Sublessee, the obligations for which shall have no obligation be Sublessee’s), including, without limitation, any improvement or repair required to perform comply with any law, regulation, building code or ordinance (including, without limitation, the ADA); provided, however, that to the extent any of the repairs required to be performed by Sublandlord foregoing items are the responsibility of Master Lessor under the terms Master Lease, Sublessor’s sole responsibilities shall be (i) to notify Master Lessor in writing of the Sublease or Landlord need to perform such obligations, (ii) to use commercially reasonable efforts to cause Master Lessor to comply with such obligations, and (iii) without delay to exercise such rights and remedies under the terms of the Lease. Without waiving, or modifying, any required consent rights, Master Lease as are available to Sublessor in the event that Sub-Subtenant makes any alterations Master Lessor fails to perform such obligations; provided, however, that with respect to the Subleased Premises, Sub-Subtenant the foregoing responsibilities of Sublessor shall be solely responsible at its own cost, the sole cost and at Sub-Sublandlord’s election upon the expiration or earlier termination expense of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore the Subleased Premises to the condition existing prior to such alterations. Sub-Subtenant shall not be required to restore any alterations, unless performed by Sub-SubtenantSublessee.

Condition of the Subleased Premises. Sub-Subtenant is subleasing Sublessee acknowledges that as of the Commencement Date, and subject to the provisions of this Sublease, Sublessee accepts the Subleased Premises on an “AS IS” basis"as is", Sublessee having made all investigations and tests it has deemed necessary or desirable in order to establish to its own complete satisfaction the condition of the Subleased Premises. Sublessee accepts the Subleased Premises in their condition existing as of the Commencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances, and Sub-Sublandlord has regulations governing and regulating the use of the Subleased Premises and any covenants or restrictions of record. Sublessee acknowledges that neither Sublessor nor Master Lessor have made no any representations or warranties, express or implied, with respect warranties as to the condition of the Subleased Premises or its present or future suitability for Sublessee's purposes, except that: (A) as of the Commencement Date except Date, excluding that portion of the Subleased Premises and the improvements therein are delivered in compliance with all applicable laws. Sub- Sublandlord shell condition, Sublessor shall professionally clean the Subleased Premises and remove all contents and debris while leaving all furniture listed on Exhibit B, fixtures, and equipment in place for Sub-Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end of the Term. Sub-Sublandlord shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord shall have no obligation to perform any of the repairs required to be performed by Sublandlord under the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, any required consent rights, in the event that Sub-Subtenant makes any alterations to the Subleased Premises, Sub-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore deliver the Subleased Premises to Sublessee with all existing building systems including plumbing, HVAC, fire sprinklers, electrical (including panels and outlets), doors (both personnel and shipping), lighting, and window coverings in good working order (floors and walls excluded). If during the initial one hundred twenty (120) days of the Sublease term, Sublessee should uncover a problem with the building systems not caused by Sublessee's occupancy, Sublessee shall furnish Sublessor with written notice of said problem and Sublessor, at Sublessor's sole cost and expense, shall repair said problem in a timely manner; (B) the Subleased Premises shall be clear of all debris and clutter with exterior windows washed inside and out, and the parking lot and landscaping shall be in good condition existing prior and free of debris, clutter and all construction equipment; and (C) Sublessor shall use reasonable efforts to such alterationscomplete the replacement of the roof membrane at Sublessor's and Master Lessor's expense. SubSublessor represents that it has not received any code or non-Subtenant shall compliance notification (including seismic and ADA) from any local, state, or federal authority that has not be required been corrected, and has no knowledge of any code violations. Sublessor will transfer to restore Sublessee, to the extent possible and in Sublessor's possession, any alterations, unless performed by Sub-Subtenantwarrantees or service contracts on systems in the Subleased Premises that the Sublessee is responsible to maintain during the term of the Sublease to the Sublessee.

Condition of the Subleased Premises. Sub-Except for Sublandlord's Work (as defined below), Subtenant is subleasing acknowledges that Subtenant will accept possession of the Subleased Premises on an “AS IS” basisPremised in their as-is condition, and Sub-that, as except as expressly provided herein, Sublandlord has made no representations or warranties, express or implied, with respect to warranties concerning the condition of the Building or the Subleased Premises as or their fitness for Subtenant's purposes. Promptly following the full execution and delivery of this Sublease, Master Landlord's consent to this Sublease (and Sublandlord's Work, if applicable), and receipt of any necessary permits therefor, Sublandlord will commence the Commencement Date except work described in Exhibit B attached hereto ("Sublandlord's Work") and shall thereafter diligently prosecute Sublandlord's Work to completion. Subtenant acknowledges that Sublandlord will be performing Sublandlord's Work during Subtenant's occupancy of the Subleased Premises and that Sublandlord's Work will not constitute a constructive eviction, entitle Subtenant to an abatement of rent or extend the improvements therein are in compliance with all applicable laws. Sub- Commencement Date, nor shall Sublandlord shall professionally clean the Subleased Premises and remove all contents and debris while leaving all furniture listed on Exhibit B, fixtures, and equipment in place be liable to Subtenant for Sub-any injury to persons or Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end 's property or business as a result of the Term. Sub-performance of Sublandlord's Work; provided however, Sublandlord shall have no obligation whatsoever will exercise commercially reasonable efforts to make or pay the cost of minimize any alterations, improvements or repairs disruption to the Subleased Premises. Sub-Sublandlord shall have no obligation to perform any of the repairs required to be performed Subtenant's business caused by Sublandlord under the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, any required consent rights, in the event that Sub-Subtenant makes any alterations to the Subleased Premises, Sub-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore the Subleased Premises to the condition existing prior to such alterations. Sub-Subtenant shall not be required to restore any alterations, unless performed by Sub-Subtenant's Work.

Condition of the Subleased Premises. Sub-Subtenant is subleasing (a) On the Commencement Date, Sublessor shall deliver the Subleased Premises on an in its then current “AS ISas is” basiscondition, with all operating systems and equipment, including without limitation HVAC, electrical, , plumbing, lighting, filing systems, in good working order and repair. Subject to the foregoing, Sublessee represents and warrants that Sublessee has inspected the Subleased Premises, and Sub-Sublandlord has made no representations or warranties, express or implied, with respect to the condition of the Subleased Premises as of the Commencement Date except independently determined that the Subleased Premises and the improvements therein are in compliance with all applicable lawssuitable for its intended uses. Sub- Sublandlord SUBJECT TO THE FOREGOING, SUBLESSEE ACCEPTS THE PREMISES “AS IS, WHERE IS,” WITHOUT REPRESENTATION OR WARRANTY BY SUBLESSOR, ALL OTHER REPRESENTATIONS AND WARRANTIES OF SUBLESSOR, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER KIND ARISING OUT OF THIS SUBLEASE AND THERE ARE AND SHALL BE NO REPRESENTATIONS OR WARRANTIES THAT EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES, IF ANY, EXPRESSLY SET FORTH IN THIS SUBLEASE. Sublessor shall professionally clean the Subleased Premises and remove all contents and debris while leaving all furniture listed on Exhibit B, fixtures, and equipment in place for Sub-Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B to not be returned to Sub-Sublandlord at the end of the Term. Sub-Sublandlord shall have no obligation whatsoever required to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises, or to provide any Sublessee improvement or other allowance to Sublessee, except as explicitly provided herein. Sub-Sublandlord shall have no obligation Based solely on the Master Landlord’s obligations in the Master Lease, and subject to perform any of the repairs required to be performed by Sublandlord under all the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, any required consent rights, and conditions set forth in the event Master Lease related to providing the same, Sublessee shall be provided with the same access, water, heat and air conditioning, that Sub-Subtenant makes any alterations would otherwise be available to and/or enjoyed by Sublessor with respect to the Subleased Premises, Sub-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore the Subleased Premises to the condition existing prior to such alterations. Sub-Subtenant shall not be required to restore any alterations, unless performed by Sub-Subtenant.

Condition of the Subleased Premises. SubDuring the 15-Subtenant is subleasing day period following notice of substantial completion of the Subleased Premises on an “AS IS” basisLeasehold Improvements given to Sublessee by Sublessor, and SubSublessee's Representative will conduct a walk-Sublandlord has made no representations or warranties, express or implied, with respect to the condition through inspection of the Subleased Premises as with Sublessor's Representative and prepare a punch-list of items needing additional work by Sublessor. Other than the items specified in the punchlist and subject to latent defects discovered by Sublessee and Sublessor within the first twelve (12) months after the Commencement Date except that Date, by taking possession of the Subleased Premises and the improvements therein are in compliance with all applicable laws. Sub- Sublandlord shall professionally clean Sublessee will be deemed to have accepted the Subleased Premises in their "as is" condition on the date of delivery of possession and remove all contents and debris while leaving all furniture listed on Exhibit B, fixturesto have acknowledged that Sublessor has installed the Leasehold Improvements as required by this Construction Agreement in accordance with the Final Plans, and equipment in place for Sub-Subtenant’s use at that there are no items needing additional cost during work or repair. Provided, however, the Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end of the Term. Sub-Sublandlord shall have no obligation whatsoever to make or pay the cost of punchlist will not include any alterations, improvements or repairs damage to the Subleased PremisesPremises caused by Sublessee's move-in or early access. Sub-Sublandlord shall Damage caused by Sublessee will be repaired or corrected by Sublessor at Sublessee's expense. Sublessee acknowledges that neither Sublessor nor its agents or employees have no obligation made any representations or warranties as to perform any the suitability or fitness of the repairs required Subleased Premises for the conduct of Sublessee's contemplated use or for any other purpose, nor has Sublessor or its agents or employees agreed to be performed by Sublandlord under the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, any required consent rights, in the event that Sub-Subtenant makes undertake any alterations or construct any improvements to the Subleased Premises, SubPremises except as expressly provided in the Sublease and this Construction Agreement. If Sublessee fails to submit a punch-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination list to Sublessor within 30 days of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf date of the Subwalk-Subtenant and restore the Subleased Premises to the condition existing prior to such alterationsthrough inspection, it will be deemed that there are no items needing additional work or repair. SubSublessor's contractor will complete all reasonable punchlist items as soon as reasonably practicable after receiving Sublessee's punch-Subtenant shall not be required to restore any alterations, unless performed by Sub-Subtenantlist.

Condition of the Subleased Premises. Sub-Subtenant is subleasing On the Commencement Date, Sublessor shall deliver the Subleased Premises to Sublessee in broom-clean condition, but otherwise in its “as-is, where-is with all faults” condition. Notwithstanding the foregoing, on an or before the Commencement Date Sublessor shall perform the following in the Subleased Premises at no cost to Sublessee: (i) repaint the Subleased Premises; and (ii) replace carpet where the carpet has been damaged or worn, as determined in Sublessor’s reasonable judgment (“AS IS” basis, Sublessor’s Work”). The Sublessor’s Work is more particularly described on Exhibit B attached hereto and Sub-Sublandlord incorporated by reference herein. Sublessee acknowledges that neither Sublessor nor any agent of Sublessor has made no representations any representation or warranties, express or implied, warranty with respect to the condition Subleased Premises (except as provided for in Paragraph 7 and Paragraph 35 hereof) or with respect to the suitability of any part of the Subleased Premises as for the conduct of the Commencement Date except that Sublessee’s business. Sublessee hereby accepts the Subleased Premises and the Building, Property and Outside Areas (all as defined in the Master Lease), and all improvements therein are in compliance with thereon, subject to all applicable lawslaws governing and regulating the use of the Subleased Premises, and any covenants or restrictions of record, and accepts this Sublease subject to all of the foregoing and to all matters disclosed in this Sublease. Sub- Sublandlord shall professionally clean Sublessee acknowledges that neither Sublessor nor Sublessor’s agents has made any representation or warranty as to the present or future suitability of the Subleased Premises for the conduct of Sublessee’s business or the uses proposed by Sublessee. Except for the Sublessor’s Work and remove all contents any work associated with a failure of Sublessor’s representations and debris while leaving all furniture listed on Exhibit B, fixtures, and equipment warranties in place for Sub-Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B Section 35 of this Sublease to be returned to Sub-Sublandlord at the end of the Term. Sub-Sublandlord true and accurate, Sublessor shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord shall have no obligation , including, without limitation, any improvement or repair required to perform comply with any law, regulation, building code or ordinance (including, without limitation, the Americans with Disabilities Act of 1990); provided, however, that to the extent any of the repairs required to be performed by Sublandlord foregoing items are the responsibility of Master Lessor under the terms of the Sublease or Landlord under the terms of the Master Lease. Without waiving, or modifying, any required consent rights, in the event that Sub-Subtenant makes any alterations to the Subleased Premises, Sub-Subtenant Sublessor’s sole responsibility shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease to use commercially reasonable efforts (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that timewithout requiring Sublessor to spend more than a nominal sum) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore the Subleased Premises cause Master Lessor to the condition existing prior to comply with such alterations. Sub-Subtenant shall not be required to restore any alterations, unless performed by Sub-Subtenantobligations.

Condition of the Subleased Premises. Sub-Subtenant is subleasing agrees to accept the Subleased Premises in its “as is” condition. Notwithstanding anything to the contrary contained in the foregoing, on an “AS IS” basisthe Sublease Commencement Date every system or item that is the obligation of Sublandlord to maintain and repair pursuant to the Prime Lease shall be in good working condition and repair, and Sub-if any system or item is not so delivered to Subtenant, Subtenant shall so notify Sublandlord has made and Sublandlord shall repair the item at no representations cost to Subtenant. If Subtenant notifies Sublandlord of a need for repair of any system or warranties, express or implied, with respect item that is the obligation of Prime Landlord to maintain and repair pursuant to the Prime Lease, Subtenant shall so notify Sublandlord and Sublandlord shall notify the Prime Landlord to initiate repairs to bring such condition of into good working condition and repair. Sublandlord shall deliver the Subleased Premises as of the Commencement Date except to Subtenant in clean condition. Subtenant acknowledges that the Subleased Premises and the improvements therein are in compliance with all applicable laws. Sub- Sublandlord shall professionally clean the Subleased Premises and remove all contents and debris while leaving all furniture listed on Exhibit B, fixtures, and equipment in place for Sub-Subtenant’s use at no additional cost during the Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end of the Term. Sub-Sublandlord shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Sub-Sublandlord shall have no obligation to perform any of the repairs required work or to be performed by Sublandlord under the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, make any required consent rights, installations in the event that Sub-Subtenant makes any alterations order to the Subleased Premises, Sub-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make for or on behalf of the Sub-Subtenant and restore prepare the Subleased Premises for Subtenant’s occupancy. Subtenant’s taking possession of the Subleased Premises shall be conclusive evidence as against Subtenant that, subject to Sublandlord’s obligations set forth in this Paragraph, as of such date the Subleased Premises and the relevant portions of the Building were in the condition existing prior to such alterations. Sub-Subtenant shall not be required to restore any alterations, unless performed by Sub-Subtenantthis Paragraph.